Viatris has formally commenced its tender offer to acquire all outstanding shares of Pacira BioSciences for $36.50 per share in cash.
The offer follows the definitive merger agreement signed by Viatris and Pacira on October 8, 2026.
Under the agreement, Viatris subsidiary Peach Purchaser Sub will acquire Pacira shares through the tender offer before merging into Pacira.
Pacira would continue as the surviving company and become a wholly owned subsidiary of Viatris following completion.
Pacira’s board unanimously recommends that shareholders accept the tender offer and tender their shares.
The offer is scheduled to expire one minute after 11:59 p.m. Eastern Time on November 16, 2026, unless it is extended or terminated earlier.
Completion requires shareholders to tender at least one share more than 50% of Pacira’s outstanding common stock, along with satisfaction of applicable antitrust and other closing conditions.
The transaction does not require a separate Pacira shareholder vote because the merger is expected to proceed under Section 251(h) of Delaware corporate law.
The tender offer is not subject to a financing condition.
Shareholders who tender their stock generally can withdraw shares before the expiration date.
If shares have not been accepted for payment, certain additional withdrawal rights become available after December 29, 2026.
Viatris filed its tender offer materials with the U.S. Securities and Exchange Commission, while Pacira filed a Schedule 14D-9 containing the board’s recommendation and related analysis.
The acquisition would expand Viatris’ portfolio in innovative medicines and specialty healthcare.
Pacira specializes in non-opioid pain management and regenerative health products.
Following successful completion of the tender offer and merger, Pacira’s public shares would be converted into the right to receive the $36.50-per-share cash consideration.
